View:
Download DOC
Download PDF
Download XLS
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
COGUT CRAIG M
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2014 		3. Issuer Name and Ticker or Trading Symbol
WIRELESS RONIN TECHNOLOGIES INC [ RNIN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A 5% Convertible Preferred Stock 08/20/2014 (1)(2) Common Stock 1,250,000 0.4 I See Footnotes(3)(4)(5)
Common Stock Warrants (right to buy) 08/20/2014 08/20/2019 Common Stock 625,000 0.5 I See Footnotes(3)(4)(5)
1. Name and Address of Reporting Person*
COGUT CRAIG M
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEGASUS CAPITAL LLC
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pegasus Investors IV GP, LLC
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pegasus Investors IV, L.P.
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEGASUS PARTNERS IV LP
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEGASUS PARTNERS IV (AIV), L.P.
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PP IV BSH, LLC
(Last) (First) (Middle)
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
(Street)
COS COB CT 06807
(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated August 20, 2014, by and among Wireless Ronin Technologies, Inc. (the "Issuer") and the purchasers indicated therein, Slipstream Communications, LLC ("Slipstream Communications") purchased 1,250,000 shares of the Issuer's Series A 5% Convertible Preferred Stock (the "Preferred Stock") and a warrant to purchase 625,000 shares of the Issuer's common stock (the "Warrant") for an aggregate purchase price of $500,000. Each share of Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.40, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series A 5% Convertible Preferred Stock.
2. (Continued from footnote 1) The shares of Preferred Stock have no expiration date. The Warrant is immediately exercisable in whole or in part at an exercise price of $0.50 per share of Issuer common stock, subject to adjustment as set forth in the Warrant. The Warrant will expire at 5:00 p.m. New York City time on the five-year anniversary of its issuance.
3. BCOM Holdings, LP ("BCOM Holdings") may be deemed to indirectly beneficially own a portion of the Preferred Stock and the Warrant held directly by Slipstream Communications because BCOM Holdings may be deemed to have voting and dispositive power over such securities as the managing member of Slipstream Communications. BCOM GP LLC ("BCOM GP") is the general partner of BCOM Holdings. Business Services Holdings, LLC ("Business Services Holdings") is the sole member of BCOM GP. PP IV BSH, LLC ("PP IV BSH"), Pegasus Partners IV (AIV), L.P. ("Pegasus Partners (AIV)") and Pegasus Investors IV, L.P. ("Pegasus Investors") are the members of Business Services Holdings.
4. (Continued from footnote 3) Pegasus Partners IV, L.P. ("Pegasus Partners") is the sole member of PP IV BSH. Pegasus Investors is the general partner of each of Pegasus Partners (AIV) and Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus Investors GP") is the general partner of Pegasus Investors. Pegasus Investors GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut. Slipstream Funding, Slipstream Communications, BCOM Holdings, BCOM GP and Business Services Holdings are filing a separate Form 3 to report the securities beneficially owned reported herein.
5. (Continued from footnote 4) Each of BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of BCOM Holdings, BCOM GP, Business Services Holdings, PP IV BSH, Pegasus Partners (AIV), Pegasus Partners, Pegasus Investors, Pegasus Investors GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Remarks:
Slipstream Communications, LLC, BCOM Holdings, LP, BCOM GP LLC and Business Services Holdings, LLC are filing a separate Form 3 to report the securities beneficially owned reported herein.
CRAIG COGUT, Name: Craig Cogut /s/ Craig Cogut 08/22/2014
PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut 08/22/2014
PEGASUS INVESTORS IV GP, L.L.C., Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 08/22/2014
PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 08/22/2014
PEGASUS PARTNERS IV, L.P., By: Pegasus Investors IV, L.P, its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 08/22/2014
PEGASUS PARTNERS IV (AIV), L.P., By: Pegasus Investors IV, L.P, its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Daniel Stencel, Title: Chief Financial Officer and Treasurer /s/ Daniel Stencel 08/22/2014
PP IV BSH, LLC, Name: Daniel Stencel, Title: Treasurer /s/ Daniel Stencel 08/22/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 99

                         Form 3 Joint Filer Information

Name:                                        Pegasus Capital, LLC

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Investors IV GP, L.L.C.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Investors IV, L.P.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Partners IV, L.P.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        Pegasus Partners IV (AIV), L.P.

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14


Name:                                        PP IV BSH, LLC

Address:                                     C/O Pegasus Capital Advisors, L.P.
                                             99 River Road
                                             Cos Cob, CT 06807

Date of Event Requiring Statement:           08/20/14